Introduction
This Service Description describes the Purple guest WiFi and location analytics services (“the Service”) and should be read in conjunction with the Purple Master Services Agreement or other agreement with Purple for the provision of the Service (“the Agreement”).
This Service Description forms part of the Agreement. Any capitalized terms not defined in this Service Description shall have the meaning given to them in the Agreement.
The Service
Purple provides a cloud-based platform that provides guest access to a WiFi network, and which collects data from End Users’ devices that can be used for analytics and marketing purposes.
The Service consists of the following components:
Service Components
The Service consists of the following components:
- Purple’s cloud-based analytics and marketing platform (“the Platform”)
- A captive portal for End Users to access the WiFi network
- A range of different login options for End Users
- The ability to collect data from End Users
- The ability to create reports and analytics from the data collected
- The ability to create marketing campaigns
- The ability to integrate with third-party systems
- The ability to manage the Service through the Platform
Service Availability
Purple will use commercially reasonable endeavors to make the Service available with a Monthly Uptime Percentage of at least 99.9%
Service Credits
If the Monthly Uptime Percentage falls below 99.9% in any calendar month, the Customer will be entitled to a service credit.
The service credit will be calculated as a percentage of the monthly subscription fee for the Service, as set out in the table below.
To receive a service credit, the Customer must submit a claim by opening a support ticket within 30 days of the end of the month in which the Monthly Uptime Percentage fell below 99.9%.
Service Credit Table
The following table sets out the service credit that the Customer will be entitled to if the Monthly Uptime Percentage falls below 99.9% in any calendar month.
Support
Purple will provide technical support for the Service in accordance with the support plan purchased by the Customer.
The support plan options are set out in the Order Form.
The support plan options are also available on the Purple website.
Support Hours
Support is available during the hours set out in the support plan purchased by the Customer.
The support hours are also available on the Purple website.
Support is not available on public holidays in the United Kingdom.
Support Channels
Support is available through the following channels:
The support channels are also available on the Purple website.
Support Response Times
Purple will use commercially reasonable endeavors to respond to support requests within the timeframes set out in the support plan purchased by the Customer.
The support response times are also available on the Purple website.
Customer Responsibilities
The Customer is responsible for providing Purple with all information and assistance reasonably required by Purple to provide the Service.
Service Exclusions
The Service does not include the provision of any hardware, software, or services not expressly set out in this Service Description.
The Service does not include the provision of any internet connectivity.
Service Changes
Purple may make changes to the Service from time to time.
If Purple makes a material change to the Service, Purple will notify the Customer at least 30 days before the change takes effect.
If the Customer does not agree to the change, the Customer may terminate the Agreement by giving Purple 30 days’ written notice.
Service Suspension
Purple may suspend the Service without notice if:
Purple will notify the Customer as soon as reasonably practicable after suspending the Service.
Purple will restore the Service as soon as reasonably practicable after the reason for the suspension has been resolved.
The Customer will remain liable for all fees and charges during any period of suspension.
Service Termination
Either party may terminate the Agreement by giving the other party 30 days’ written notice.
Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
On termination of the Agreement for any reason, all rights granted to the Customer under the Agreement shall cease.
Data Protection
Each party shall comply with its obligations under the Data Protection Legislation.
The parties have entered into a Data Processing Agreement, which is incorporated into the Agreement by reference.
Confidentiality
Each party shall keep the other party’s Confidential Information confidential and shall not use or disclose it except for the purpose of exercising or performing its rights and obligations under the Agreement.
This clause shall not apply to any information that:
Each party may disclose the other party’s Confidential Information to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement.
This clause shall survive termination of the Agreement.
Intellectual Property
All Intellectual Property Rights in the Service and the Platform are and shall remain the property of Purple or its licensors.
The Customer shall not, and shall not permit any third party to, copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Service or the Platform in whole or in part.
The Customer shall not, and shall not permit any third party to, access all or any part of the Service or the Platform in order to build a product or service which competes with the Service or the Platform.
Warranties
Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement.
Purple warrants that the Service will be performed with reasonable skill and care.
Indemnities
The Customer shall indemnify Purple against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Purple arising out of or in connection with any claim made against Purple for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Customer’s use of the Service.
Purple shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Customer’s use of the Service.
Limitation of Liability
This clause sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party:
Nothing in the Agreement excludes the liability of either party:
Subject to the preceding sub-clause, neither party shall be liable to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
The total liability of each party to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the total fees paid by the Customer to Purple under the Agreement in the 12 months preceding the date on which the claim arose.
The Customer acknowledges that the Service is not designed or intended to be used for any purpose for which failure of the Service could lead to death, personal injury, or severe physical or environmental damage.
The Customer acknowledges that the Service is not a substitute for the Customer’s own professional judgment.
The Customer is solely responsible for the results obtained from the use of the Service, and for conclusions drawn from such use.
The Customer shall have sole responsibility for any decisions made or actions taken based on the information provided by the Service.
The Customer acknowledges that the Service is provided on an “as is” basis.
Purple does not warrant that the Customer’s use of the Service will be uninterrupted or error-free.
Purple is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
The Customer acknowledges that Purple is not responsible for any loss or damage caused by the Customer’s failure to comply with its obligations under the Agreement.
Force Majeure
Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Agreement by giving 14 days’ written notice to the affected party.
This clause does not apply to any obligation to pay money.
Notices
Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
Assignment
By Purple
Purple may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
The Customer shall not, without the prior written consent of Purple, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
By Customer
The Customer shall not, without the prior written consent of Purple, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.
No Waiver
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
A party that waives a right or remedy provided under the Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
Severability
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
If one party gives notice to the other of the possibility that any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
This clause has no effect if the severance would alter the basic nature of the Agreement or be contrary to public policy.
Entire Agreement
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
Nothing in this clause shall limit or exclude any liability for fraud.
- the Order Form;
- this Service Description;
the Data Processing Agreement.
Third Party Rights
A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
Governing Law
The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
The Uniform Computer Information Transactions Act shall not apply to the Agreement.
The parties agree that the English language version of the Agreement will govern their relationship.
Any translation of the Agreement is provided for convenience only and is not binding on the parties.
Dispute Resolution
If a dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it (“Dispute”) then the parties shall follow the procedure set out in this clause:
either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute;
if the parties are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (“ADR notice”) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.
No party may commence any court proceedings in relation to any dispute arising out of the Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
If the Dispute is not resolved within 60 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the expiry of that period, or the mediation terminates, either party may refer the dispute to the courts of England and Wales.
The commencement of mediation shall not prevent the parties from commencing or continuing court proceedings.
The parties shall bear their own costs of the mediation.
The parties shall keep confidential all information relating to the mediation, including the fact of the mediation, the mediator, the mediation procedure, any settlement agreement, and all communications made in the course of the mediation.
The parties shall not use any information obtained during the mediation for any purpose other than the mediation.
The parties shall not call the mediator as a witness in any proceedings.
The parties shall not refer to any settlement agreement in any proceedings.
The parties shall not refer to any communications made in the course of the mediation in any proceedings.
Interpretation
Headings
Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
The Agreement shall be binding on, and enure to the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
Including
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes email.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
A reference to the Agreement or to any other agreement or document referred to in the Agreement is a reference to the Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Agreement) from time to time.
References to clauses and schedules are to the clauses and schedules of the Agreement; references to paragraphs are to paragraphs of the relevant schedule.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England and Wales, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
A reference to a party shall include its personal representatives, successors and permitted assigns.
A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
Definitions
The definitions and rules of interpretation in this clause apply in the Agreement.
Agreement
the agreement between Purple and the Customer for the provision of the Service, comprising the Order Form, this Service Description and the Data Processing Agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together, its Representatives) to the other party and that party’s Representatives, including but not limited to:
the terms of the Agreement;
any information that would be regarded as confidential by a reasonable business person relating to:
the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party;
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
any information developed by the parties in the course of carrying out the Agreement.
Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together, its Representatives) to the other party and that party’s Representatives, including but not limited to:
the terms of the Agreement;
any information that would be regarded as confidential by a reasonable business person relating to:
the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party;
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
any information developed by the parties in the course of carrying out the Agreement.
Customer Data: the data inputted by the Customer, Authorised Users, or Purple on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Confidential Information
all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together, its Representatives) to the other party and that party’s Representatives, including but not limited to:
the terms of the Agreement;
any information that would be regarded as confidential by a reasonable business person relating to:
the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party;
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
any information developed by the parties in the course of carrying out the Agreement.
Customer Data: the data inputted by the Customer, Authorised Users, or Purple on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Customer Data
Data Processing
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Purple is the processor.
The scope, nature and purpose of processing by Purple, the duration of the processing and the types of personal data and categories of data subject are set out in the Data Processing Agreement.
The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Purple for the duration and purposes of the Agreement.
Purple shall, in relation to any personal data processed in connection with the performance by Purple of its obligations under the Agreement:
Data Security
Purple shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
Purple shall ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential.
Purple shall assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
Purple shall notify the Customer without undue delay on becoming aware of a personal data breach.
Purple shall, at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Agreement unless required by applicable law to store the personal data.
Data Breach
Purple shall notify the Customer without undue delay on becoming aware of a personal data breach.
Data Retention
Purple shall, at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Agreement unless required by applicable law to store the personal data.
Purple may retain personal data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that Purple shall ensure the confidentiality of all such personal data and shall ensure that such personal data is only processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.
Data Transfers
Purple shall not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
the Customer or Purple has provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
Purple complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.
Service Levels
Purple will use commercially reasonable endeavors to make the Service available with a Monthly Uptime Percentage of at least 99.9%.
The Monthly Uptime Percentage is calculated as follows:
Service Level Exclusions
The Service Level Agreement does not apply to any unavailability, suspension or termination of the Service, or any other Service performance issues:
that result from a suspension of the Service by Purple in accordance with the Agreement;
Service Level Credits
If the Monthly Uptime Percentage falls below 99.9% in any calendar month, the Customer will be entitled to a service credit.
The service credit will be calculated as a percentage of the monthly subscription fee for the Service, as set out in the table below.
Service Level Credit Claims
To receive a service credit, the Customer must submit a claim by opening a support ticket within 30 days of the end of the month in which the Monthly Uptime Percentage fell below 99.9%.
Service Level Credit Payment
The service credit will be applied to the Customer’s next invoice.
Service Level Credit Sole Remedy
The service credit is the Customer’s sole and exclusive remedy for any failure by Purple to meet the Service Availability.
The service credit does not entitle the Customer to any refund or other payment from Purple.
Service Level Agreement Changes
Purple may make changes to this Service Level Agreement from time to time.
If Purple makes a material change to this Service Level Agreement, Purple will notify the Customer at least 30 days before the change takes effect.
If the Customer does not agree to the change, the Customer may terminate the Agreement by giving Purple 30 days’ written notice.
The Customer’s continued use of the Service after the effective date of any change to this Service Level Agreement will be deemed to be acceptance of the change.
The Customer is responsible for regularly reviewing this Service Level Agreement.
The current version of this Service Level Agreement is available on the Purple website.
The Customer may request a copy of the current version of this Service Level Agreement at any time.
The Customer may not make any changes to this Service Level Agreement.
Any changes to this Service Level Agreement must be in writing and signed by both parties.
Any changes to this Service Level Agreement will be effective from the date of signature.
Any changes to this Service Level Agreement will be incorporated into the Agreement.
Any changes to this Service Level Agreement will be binding on the parties.
Service Level Agreement Term
This Service Level Agreement will commence on the Effective Date and will continue until the Agreement is terminated.
This Service Level Agreement will terminate automatically on termination of the Agreement.
Termination of this Service Level Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
On termination of this Service Level Agreement, all rights granted to the Customer under this Service Level Agreement shall cease.
On termination of this Service Level Agreement, the Customer shall immediately cease all use of the Service.
Service Level Agreement Termination
By Purple
Purple may terminate this Service Level Agreement immediately by giving written notice to the Customer if the Customer commits a material breach of this Service Level Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
Purple may terminate this Service Level Agreement immediately by giving written notice to the Customer if the Customer becomes insolvent or is unable to pay its debts as they fall due.
By Customer
The Customer may terminate this Service Level Agreement immediately by giving written notice to Purple if Purple commits a material breach of this Service Level Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
The Customer may terminate this Service Level Agreement immediately by giving written notice to Purple if Purple becomes insolvent or is unable to pay its debts as they fall due.
Consequences of Termination
On termination of this Service Level Agreement for any reason:
all rights granted to the Customer under this Service Level Agreement shall cease;
the Customer shall immediately cease all use of the Service;
each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
Purple may destroy or otherwise dispose of any of the Customer Data in its possession unless Purple receives, no later than ten days after the effective date of the termination of this Service Level Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Purple shall use reasonable commercial endeavors to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Purple in returning or disposing of Customer Data;
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
Survival
Any provision of this Service Level Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Service Level Agreement shall remain in full force and effect.
Additional Terms
Entire Agreement
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
Waiver
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severability
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
Governing Law and Jurisdiction
The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
Appendix 1: Service Features
Social Media Authentication
The Service supports authentication using the following social media platforms:
Supported Hardware
The Service is compatible with a wide range of WiFi hardware. A full list of supported hardware is available on the Purple website.
Supported Browsers
The Service is compatible with the latest versions of the following browsers:
The Service may not be compatible with older versions of these browsers.
Appendix 2: Support Plan Options
The support plan options are set out in the Order Form.
Appendix 3: Data Processing Agreement
The Data Processing Agreement is available on the Purple website.
Appendix 4: Third Party Services
Social Media Authentication
Supported Hardware
Supported Browsers
Supported Languages
The Service may integrate with third party services. The use of such third party services is subject to the terms and conditions of the relevant third party.
Purple is not responsible for any third party services and does not warrant or support them.
Definitions
Agreement
the agreement between Purple and the Customer for the provision of the Service, comprising the Order Form, this Service Description and the Data Processing Agreement.
Authorised Users
those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).
Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
AP
Access Point
Confidential Information
information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
Customer Data
the data inputted by the Customer, Authorised Users, or Purple on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Documentation
the documentation made available to the Customer by Purple online via http://support.purple.ai or such other web address notified by Purple to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of the Agreement.
End User
an end user of the Customer’s WiFi network who accesses the Service.
Initial Subscription Term
the initial term of the Agreement as set out in the Order Form.
Intellectual Property Rights
patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Monthly Uptime Percentage
is calculated as follows:
Order Form
the order form for the Service signed by the parties.
Platform
Purple’s cloud-based analytics and marketing platform.
Purple
Purple WiFi Limited, a company incorporated in England and Wales with company number 08132592 whose registered office is at 5th Floor, The Hive, 47-49 Lever Street, Manchester, M1 1FN.
Renewal Period
the period described in clause 14.1.
Service
the subscription services provided by Purple to the Customer under the Agreement via http://purple.ai or any other website notified to the Customer by Purple from time to time, as more particularly described in the Documentation.
Service Credit
a credit to be applied to the Customer’s next invoice, calculated as set out in this Service Level Agreement.
Service Level Agreement
this service level agreement.
Subscription Fees
the subscription fees payable by the Customer to Purple for the User Subscriptions, as set out in the Order Form.
Subscription Term
has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy
Purple’s policy for providing support in relation to the Services as made available at http://support.purple.ai or such other website address as may be notified to the Customer from time to time.
UK Data Protection Legislation
all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
User Subscriptions
the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Agreement.
Virus
any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.